UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): April 22, 2023

 

AMJ Global Technology

(Exact name of registrant as specified in its charter)

 

Nevada 

 

333-194055

 

33-1230169

(State or other jurisdiction

of incorporation)

 

(Commission

File Number) 

 

(IRS Employer

Identification Number)

 

11724 Ventura Blvd., Suite B,

Studio City, California

 

91604

 (Address of principal executive offices)  

 

(Zip Code)

 

Registrant’s telephone number, including area code: (818) 853-7033

 

Kange Corp.

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: None.

 

Title of each class

 

Trading Symbols(s)

 

Name of each exchange on which registered

N/A

 

N/A

 

N/A

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).   ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

 

 

 

 

Item 1.01. Entry into a Material Definitive Agreement.

 

Effective as April 26, 2023, AMJ Global Technology, formerly known as “Kange Corp.” (the “Company”) entered into an assignment agreement (the “Assignment Agreement”) with AMJ Global Entertainment, LLC (“AMJ Global Entertainment”), a Nevada limited liability company controlled by the Company’s CEO and director, Dr. Arthur Malone, Jr., pursuant to which AMJ Global Entertainment assigned to the Company 25% of the ownership rights to AMJ Global Entertainment’s intellectual property in connection with the “Blabeey” platform, including software, code and trade secrets.

 

The foregoing description of the Assignment Agreement and the terms thereof is qualified in its entirety by the full text of such agreement, which is filed as Exhibit 10.1 to, and incorporated by reference in, this report.

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On April 22, 2023, the Company filed with the State of Nevada a Certificate of Amendment to its Articles of Incorporation, changing the name of the Company to AMJ Global Technology.

 

The foregoing description of the Certificate of Amendment is qualified in its entirety by the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to, and incorporated by reference in, this report.

 

Item 8.01. Other Events.

 

Between February 16, 2023, and March 24, 2023, the Company appointed the following individuals to its Board of Advisors: Robert Stutman, Adrian Neilan, Vern Barkdull, Rocky Wright, Roman Phifer, and Jesse Anglen.

  

Item 9.01. Financial Statements and Exhibits. 

 

Exhibit

No.

Description of Exhibit

3.1

Certificate of Amendment to Articles of Incorporation, filed April 22, 2023

10.1

Assignment Agreement, dated as of April 23, 2023, by and between AMJ Global Technology, and AMJ Global Entertainment, LLC

104

Cover Page Interactive Data File (embedded within Inline XBRL document)

 

 

2

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

AMJ GLOBAL TECHNOLOGY

 

 

 

 

Date: April 26, 2023

By: 

/s/ Dr. Arthur Malone, Jr.

 

Dr. Arthur Malone, Jr., CEO

 

 

 

3

 

EXHIBIT 3.1

 

 

FRANCISCO V. AGUILAR

Secretary of State

202 North Carson Street

Carson City, Nevada 89701-4201

(775) 684-5708

Website: www.nvsos.gov

                 www.nvsilverflume.gov

Filed in the Office of

 

Secretary of State State of Nevada

Business Number

E0401732013-1

Filing Number

20233144120

Filed On

4/22/2023 11:37:05 AM

Number of Pages

3

 

Profit Corporation:

Certificate of Amendment (PURSUANT TO NRS 78.380 & 78.385/78.390)

Certificate to Accompany Restated Articles or Amended and

Restated Articles (PURSUANT TO NRS 78.403)

Officer's Statement (PURSUANT TO NRS 80.030)

 

TYPE OR PRINT - USE DARK INK ONLY - DO NOT HIGHLIGHT

 

1. Entity information

Name of entity as on file with the Nevada Secretary of State :

KANGE CORP.

Entity or Nevada Business Identification Number (NVID) :      NV20131491423

2. Restated or Amended

☐

Certificate to Accompany Restated Articles or Amended and Restated Articles

and Restated Articles

(Select one):

(If amending and

restating only, complete

section 1, 2 and 6.)

 

 

☐

Restated Articles - No amendments; articles are restated only and are signed by an officer of the corporation who has been authorized to execute the certificate by resolution of the board of directors adopted on:

 

 

 

The certificate correctly sets forth the text of the articles or certificate as amended to the date of the certificate.

 

 

☐

Amended and Restated Articles

* Restated or Amended and Restated Articles must be included with this filing type.

3. Type of amendment

☐

Certificate of Amendment to Articles of Incorporation (Pursuant to NRS 78.380 - Before Issuance of Stock)

filing being completed:

 

 

The undersigned declare that they constitute at least two-thirds of the following:

(Select only one box):

 

 

 

(Check only one box)         ☐   Incorporators      ☐   board of directors

(If amending, complete section 1,3,5 and 6.)

 

 

 

The undersigned affirmatively declare that to the date of this certificate, no stock

of the corporation has been issued

 

 

 

 

 

 

☑

Certificate of Amendment to Articles of Incorporation (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

 

 

The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation* have voted in favor of the amendment is:

☐

Officer’s Statement (foreign qualified entities only) -

 

 

Name in home state, if using a modified name in Nevada:

 

 

 

 

 

 

 

Jurisdiction of formation:

 

 

Changes to takes the following effect:

 

 

 

☐   The entity name has been amended.

☐   Dissolution

 

 

 

☐   The purpose of the entity has been amended.

☐   Merger

 

 

 

☐   The authorized shares have been amended.

☐   Conversion

 

 

 

☐   Other: (specify changes)

 

 

 

 

 

 

* Officer's Statement must be submitted with either a certified copy of or a certificate evidencing the filing of any document, amendatory or otherwise, relating to the original articles in the place of the corporations creation.

 

This form must be accompanied by appropriate fees.

page 1 of 2

 

 

 

 

Profit Corporation:

Certificate of Amendment (PURSUANT TO NRS 78.380 & 78.385/78.390)

Certificate to Accompany Restated Articles or Amended and

Restated Articles (PURSUANT TO NRS 78.403)

Officer's Statement (PURSUANT TO NRS 80.030)

 

4. Effective date and

Time: (Optional)

 

 

 

Date: 04/22/2023

Time:

 

 

 

         (must not be later than 90 days after the certificate is filed)

5. Information Being Changed: (Domestic corporations only)

Changes to takes the following effect:

 

☑ 

The entity name has been amended.

 

☐ 

The registered agent has been changed. (attach Certificate of Acceptance from new registered agent)

 

 

☐ 

The purpose of the entity has been amended.

 

 

☐

The authorized shares have been amended.

 

 

☐ 

The directors, managers or general partners have been amended.

 

 

☐ 

IRS tax language has been added.

 

 

☐ 

Articles have been added.

 

 

☐ 

Articles have been deleted

 

 

☐

Other.

 

 

 

The articles have been amended as follows: (provide article numbers, if available)

 

 

 

 

 

Entity Name: AMJ GLOBAL TECHNOLOGY

 

 

 

 

 

(attach additional page(s) if necessary)

 

 

6. Signature:

☒

Art Malone Jr.

               Officer

(Required)

 

Signature of Officer, Incorporator or Authorized Signer

Title

 

 

*If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof.

 

Please include any required or optional information in space below:

(attach additional page(s) if necessary)

 

This form must be accompanied by appropriate fees.

page 2 of 2

must be accompanied by appropriate fees.

 

 

 

 

 

 

EXHIBIT 10.1

 

ASSIGNMENT AGREEMENT

 

This ASSIGNMENT AGREEMENT (this “Agreement”) is made effective as of the 26th day of April, 2023, by and between AMJ Global Entertainment LLC, a Nevada limited liability company (“Assignor”), and AMJ Global Technology, a Nevada corporation formerly known as “Kange Corp.” (“Assignee”).

 

R E C I T A L S

 

A. Whereas Assignor desires to transfer 25% of Assignor’s ownership rights to the intellectual property in connection with the “Blabeey” platform, including software, code and trade secrets the “Intangible Assets”).

 

NOW, THEREFORE, for and in consideration of the foregoing premises and the undertakings set forth below, and other good and valuable consideration previously paid to Assignor by Assignee, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

 

A G R E E M E N T

 

1. Assignor hereby grants, transfers, assigns and conveys to Assignee, absolutely and unconditionally, free and clear of all liens, encumbrances, mortgages or any other type of security interest, all of its right, title and interest in and to the Intangible Assets (collectively the “Assets”).

 

2. Assignor transfers such Assets to Assignee, its successors and assigns, to have and to hold to and for its and their own use and benefit forever. Assignor, for itself and its successors and assigns, hereby covenants that, from time to time after delivery of this instrument, at Assignee’s request and without further consideration, at no additional cost to Assignor, Assignor will execute and deliver, or will cause to be executed and delivered, such other instruments of conveyance and transfer and take such other actions as Assignee reasonably may require (such as, but not limited to, including a medallion-guaranteed stock power sufficient to transfer equity interests) to more effectively vest in the Assignee the Assets and to put Assignee in possession of the Assets, and to do all other things and execute and deliver all other instruments and documents as may be required to effect the same.

 

3. This Assignment shall be construed in accordance with, and governed by, the laws of the State of Nevada, without regard to its conflict of laws doctrine. The parties hereto each consent and submit to the exclusive jurisdiction of the state courts located in Clark County, State of Nevada, for any disputes or controversies arising out of this Assignment.

 

[signature page follows]

 

 

 

 

 

IN WITNESS WHEREOF, the parties have executed this Assignment effective as of the date first written above.

 

  ASSIGNOR:

 

 

 

 

AMJ GLOBAL ENTERTAINMENT LLC

 

       
By: /s/ Dr. Arthur Malone Jr.

 

 

 Dr. Arthur Malone Jr.  
    Managing Member  

 

 

ASSIGNEE:

 

 

 

  AMJ GLOBAL TECHNOLOGY

f/k/a Kange Corp.

  

 

 

 

By: /s/ Dr. Arthur Malone Jr.

 

 

 Dr. Arthur Malone Jr.

President

 

 

 

2